Professional Board Member Education Program. Autumn, 2017

Transcription

1 Professional Board Member Education Program Autumn, 2017

2 About the BICG Baltic Institute of Corporate Governance (BICG) is a nonprofit, non-governmental initiative with strong involvement from the Baltic business and political leaders. BICG is leading the way in Baltic business universe by helping to create better governed public and private companies. BICG as an association is governed by its members. The relationship between the members, Board, management and other stakeholders is regulated in the bylaws of the association. More about the BICG: 2

3 Mission, Vision, Values Mission BICG delivers value to its stakeholders by promoting global competitiveness of Baltic companies through adoption of leading corporate governance practices. Vision BICG and its community are locally and internationally recognized drivers of the best corporate governance practices in the Baltic region. Values Integrity, Excellence, Transparency & Leadership 3

4 Background of the Education Program Topics of the Education Program are compiled based on principles and recommendations on Corporate Governance by International Finance Corporation of World Bank Group (IFC) and Organization for Economic Co-operation and Development (OECD). 4

5 Goals of the Education Program 1. Improve understanding of corporate governance and of board member, shareholder, top management responsibilities; 2. Develop competencies needed for implementation of the best corporate governance practices; 3. Create corporate governance practices and rules that are understandable and easy to implement in any kind and any size of business. 5

6 Benefits and reasons to participate Education Program is beneficial for all the top levels of a business entity: 1. Shareholders; 2. Members of boards and councils; 3. Top management. All of them will gain knowledge for making business more transparent, more efficient and more valuable. 6

7 Education helps shareholders to Monitor the company more effectively; Ensure that it is run as efficiently as possible in the interests of shareholders; Increase transparency; Boost access to capital and financial markets; Elevate the confidence of potential partners; Raise the value of the company; Enhance and safeguard company reputation; Develop the long-term prosperity of the company. 7

8 Education helps members of boards and councils to Improve top level decision making processes; Build up better control environments; Develop better internal practices and compliance; Reduce potential fraud and conflicts of interest; Ensure higher level of protection for all investors; Build effective, transparent and ethical business; Improve relationships among the management, board, shareholders and stakeholders; Contribute to the long-term, sustainable growth of the company; Encourage effective succession planning for top and senior management; Serve professionally on the boards in all three Baltic States and globally. 8

9 Education helps top management to Minimize losses, corruption, risks and mismanagement; Improve everyday interactions with shareholders, board and council; Ensure continual achievement of shareholders goals; Obtain more favorable lending as a result of greater transparency and confidence; Attract and cooperate with partners more beneficially; Attract and retain key talents more easily; Improve profitability; Support brand formation and development; Elevate company s accountability and transparency to its shareholders and other stakeholders: employees, creditors, customers and the wider society. 9

10 Topics of the Education Program (1/4) 1. Introduction to Corporate Governance OECD principles, elements of Corporate Governance, interests of shareholders, board members, managers. 2. Structure of Corporate Governance Corporate governance systems, ethics codes, policies and procedures, board charter. 3. Disclosure and Reporting Benefits of disclosure, financial and non-financial disclosures, insider trading, related party transactions. 4. Shareholders and stakeholders Minorities, rights and agreements, interests, stakeholder mapping. 10

11 Topics of the Education Program (2/4) 5. Board s roles Board role and responsibilities, managing vs. directing, type of members, chair and CEO, legal duties and liabilities, directors & officers liability insurance. 6. Effective board: composition and structure Board size criteria, balanced board, member s leadership attributes, board member s selection, appointment and service agreement, succession planning, board committees, remuneration. 7. Board practices Meeting preparation, board meeting challenges, how to conduct meetings, meeting minutes and follow up, board meeting roles and responsibilities, red flags. 8. Board procedures Dysfunctional board and proposed solutions, board issues and removal of board members, removal of the CEO, board evaluation. 11

12 Topics of the Education Program (3/4) 9. Governance of strategy Strategic planning and managing, strategic planning practices, strategic planning analysis, tools and options, board roles, strategy committee. 10. Evaluating strategy delivery and executive (CEO) board member s performance Measuring organizational performance, balance scoreboard, benchmarking, dashboards, executive performance evaluation, remuneration policy, committees, components, disclosure. 11. Governance of risk Board risk management role, benefits and process, identifying risk, risk assessment mapping, risk response and monitoring, disaster recovery and business continuity planning. 12. Corporate responsibility Defining corporate responsibility and related terms, board role in CSR leadership and planning, corporate responsibility framework and tools. 12

13 Topics of the Education Program (4/4) 13. Financial oversight Board role in financial stewardship, oversight, users of financial information, accounting environment, financial statement components, financial statement ratios and analysis, constraints, consequences of inadequate information. 14. Reporting Drivers for greater transparency, quarterly financial reports, narrative reporting, enforcement of reporting obligations, investor relations and shareowner communications. 15. Corporate finance Need for funds, debt or equity, advantages and disadvantages of public listing, PE ratio, major transactions, dividend policy, cost of capital, company valuation, capital investment appraisal methods, board s role in M&As. 16. Control environment Board role in internal controls, audit committee organizational roles, internal audit, detailed duties of audit committee, audit committee and external audit, current oversight concerns, regulatory developments. 13

14 Examination Examination takes place at the end of the last education session. It is done in writing and there is a minimum threshold for passing the exam successfully. Participants that are not in attendance for two or more days of the program are not allowed to take the examination. Those who pass the exam successfully are entitled to a certificate. 14

15 Key lecturers Raoul Hasselgren Raoul Hasselgren has been a chairman and board member at 70 national and international companies, both private and public, working in real estate, production and trade business in Sweden, Germany and Finland. His past appointments include Fazer and SPAR group companies. During his extensive management career, Mr Hasselgren has worked as a CEO for companies such as Johnson & Johnson and Nordiska kompaniet. He is the author of publications about Corporate Governance, Board Practices, Public Relations, Marketing, Competition Law. Since 2005, Mr Hasselgren has educated board members and chairpersons in Sweden, Finland and three Baltic countries. 15

16 Key lecturers Flemming Lindeløv Flemming Lindeløv has been a senior executive of a number of Denmark's largest companies, including Carlsberg, Tulip Meat Packers and Royal Scandinavia. He gained substantial management experience over a period of 35 years from these positions and has been in charge of a number of successful acquisitions, mergers and rationalization measures. For more than 10 years, he was the Chairman of the Board of the global pharmaceutical company Lundbeck and for 7 years he chaired the Board of Deltaq, a private equity fund. He remains active on several boards, including Prime Office A/S (Nasdaq Copenhagen), Designmuseum Denmark and Illums Bolighus (Nordic Design). 16

17 Key lecturers Lasse Bolander Lasse Bolander is a board professional, who currently chairs the boards of several Danish companies, such as COOP, the largest grocery retailer in Denmark. He has accumulated a wealth of experience by working in industries that include fast moving consumer goods, retail and media. 17

18 When and where Session City Date Venue First session Vilnius October 5-6 Novotel Hotel Vilnius Second session Tallinn October Park Inn by Radisson Meriton Conference & Spa Hotel Tallinn Third session Riga October Albert Hotel Riga 18

19 Price and payment conditions Education fee: 2910 (plus VAT, if applicable), payable at registration. Travel to the venues and accommodation expenses are not included. The participation fee that is paid cannot be returned. However, time of education can be fully transferred to another session if the participant becomes unable to attend and notifies BICG about their absence no later than 10 days before the program starts. 19

20 Graduates from Finance Baltcap Bank of Lithuania Central Securities Depository in Latvia Citadele group Danske group DNB EBRD ERGO group Finasta Gild Bankers Gjensidige Baltic Hortus Investment Banking HSBC LHV group Lietuvos draudimas Lithuanian Central Credit Union Marginalen group Nasdaq Nordea group OP Corporate Bank SEB Swedbank Šiaulių bankas group 20

21 Graduates from Consulting and Audit AIMS International Alliance Recruitment Amrop Baker Tilly Baltics Civitta Colemont Deloitte Ernst & Young Ekonominės konsultacijos ir tyrimai J. Friisberg & Partners KPMG Newsec Nord Kapital Pedersen & Partners Porta Finance PwC Savvin Scandinavian Accounting & Consulting Strata Asset Services Strategy Labs TMD Partners VSA Holding Quantum Capital 21

22 Graduates from State Institutions Estonian Ministry of Economic Affairs and Communications Estonian Parliament Invest Lithuania Office of the Prime Minister of Latvia Latvian Development Finance institution ALTUM Latvian Ministry of Economics Latvian Ministry of Finance Latvian Privatisation agency Latvian Road Traffic Safety directorate Lithuanian Ministry of Energy Lithuanian Ministry of Transport and Communications Lithuanian Road and Transport Research Institute 22

23 Graduates from Energy BaltPool Dalkia Latvia E energija Group Enefit EPSO-G Fortum Jelgava Ignalina Nuclear Power Plant Kauno energetikos remontas Klaipėdos nafta Latvenergo Latvijas Gāze LESTO Lietuvos dujos Lietuvos energija Litgrid NDX energija Nelja Energia North Pool Spot Ramboll Rigas Siltums Sadales Tikls 23

24 Graduates from IT and Telecommunications ACC Distributions Addendum Solutions Amadeus Lietuva Blue Bridge Electronic House Ericsson Eesti Fima Infobuild Lithuania Latvijas Mobilais Telefons Latvia State Radio and Television Centre Microsoft Oberthur Technologies Baltics Omnitel Samsung Technologijų ir inovacijų centras Teo LT Tieto Lietuva 24

25 Graduates from Manufacturing and Retail Akreta Suit Supply Biodela Circle K (Statoil) DT Group Gera dovana Elgamos grupė KG Group Konekesko Latraps Maxima Latvia Narvesen Baltija Narbutas Furniture Company Philip Morris Baltic Rimi Baltic Studio Moderna Vilnius Furniture 25

26 Graduates Health and Beauty: Eurovaistinė GSK IMS Health Kolonna Moog Medical Devices Group Novo Nordisk Olainfarm Education and Media: ISM University of Management and Economics Kaunas University of Technology Stockholm School of Economics Riga Verslo žinios 26

27 Graduates Food and beverages Alita Carlsberg Lidskoe Pivo Likmerė Litamilk Premia Foods Švyturys-Utenos alus Logistics: RB Rail Latvian Railways Lithuanian Railways Estonian Railways Lithuanian Airports Girteka Logistics Kirtimu logistikos centras Limarko Group Schenker Schmitz Cargobull Baltic Smiltynės Perkėla Venipak 27

28 Graduates Building and Engineering: Ademo grupė Baltic Engineers Cemex Drąseikių Karjeras Kauno Tiltai Merks Schage Real Estate Staticus Environment and Public Facilities Management Biseris Civinity Ecoservice Eko Baltija Kelprojektas Latvian State Real Estate Latvian State Roads Tallinna Vesi Vides pakalpojumu grupa 28

29 Graduates Achema Group Archyvų sistemos Dojus group Fermentas (Thermo Fischer Scientific Baltic) G4S Headex Group Latvian State Forestry Lithuanian Post Lithuanian Private Equity and Venture Capital Association MG Baltic Group Pipelinepharma Startup Highway Telemarketing Tetas TK Development Vilnius City and County Businessman and Employers Confederation VRP Hill & Knowlton Swedish Chamber of Commerce in Lithuania 29

30 Contacts Baltics Rytis Ambrazevičius President Phone: Latvia Andris Grafs Country Manager Latvia Phone: